Spiderman: Another Time
by tenroads
Summary: What if Peter got his powers in his adult years after he's achieved success and happiness, how different would things be, and would he even accept his new role in the world?
1. Chapter 1

Spiderman: Another Time Another Story

Chapter 1: The Spider

_Are we bound by the chains of fate? Is our path forever predetermined? Or do we make our own way? Perhaps both. _

Peter Parker uncomfortably adjusted the bowtie wrapped around the neck. It was amazing to him how such a tiny bow could slowly cut off his air supply in such a subtle yet torturous fashion. Unfortunately he could do nothing about it at the moment, after all, black tie events did require a tuxedo and a bowtie. As always, the decorators had outdone themselves with the event, which was nothing more than a launch party for the company's newest product. The room beseeched a bright golden luminescence, which served to make the air and feel of the event all the more pretentious. Waiters, dressed in their formal white dress shirts and black vests carried trays of glasses filled with expensive champagne or fine cheeses. He looked up and saw that the entire room was illuminated by a massive crystal chandelier that sparkled with a rainbow of colors giving the room a ballroom sort of feel feel. Peter hated these events, but knew that as assistant director of development, he had no choice but to attend. But then again, his supervisor, Matthew Wong, hadn't bothered The young man took a deep breath before scanning the room for any familiar faces. None. He went back to observing the guests. A few elderly folks who had probably given a large amount in order to gain access to such parties, while a few younger CEOs and sons of billionaires came dressed in horrendous white tuxedos with whatever big-breasted plastic bimbo would willingly latch themselves onto their arms in order to go to these events.

Peter absentmindedly ran his fingers through his brown hair and put on his best fake smile. Better to hide the discomfort than get fired for making a scene at a big party filled with current and potential investors. At the ripe age of 28, Peter Parker was also considered extremely young and fortunate to be hired at Stark Industries at such an early age. The job was taxing at times but the pay was good enough for him to stay working there. He was careful with his money and usually only bought what he needed. It was with this meticulous and economical thinking that he was able to save up enough money to move out of the house in Queens that he shared with his Aunt May and Uncle Ben and into his own apartment within the city.

The young man smiled as a flash of red hair tied into an elegant bun caught his attention. He smiled as he walked over to the beautiful redhead dressed in an elegant black dress, which exposed much of her back. "Hey beautiful. Looking good tonight." He said in a teasing tone of voice lightly tapping his pointer finger on her shoulder, which was barely covered by the spaghetti thin black strap, which held up the dress.

Virginia "Pepper" Potts turned to Peter and smiled before giving him a hug. "You clean up pretty nicely yourself, Mr. Parker." She teased back with a smile which raised the soft freckles towards her eyes.

Peter had met Pepper while attending New York University, he was an engineering major, and she was mathematics and accounting major. He had helped her with her calculus and statistics, while she helped him with his English and art classes. In fact it was Pepper who had helped him get a job at Stark Industries after he graduated. It most certainly helped that she actually _knew _Tony Stark personally which allowed Peter the opportunity to be interviewed by the CEO and owner of Stark Industries himself rather than a lower level employee.

"So have we spotted any signs of our gracious host?" asked Peter fidgeting with his bowtie. Pepper reached out to help him adjust it.

Pepper shook her head, allowing the fiery red curls of her hair to bounce through the air. "Not that I can see. But then again, Tony has always been one for flashy entrances and arriving late to his own events." She said rolling her eyes.

Peter chuckled. "Yeah that sounds like Tony alright."

"So how are things down at development?" asked Pepper.

It was Peter's turn to roll his eyes. "Oh you know, same old same old. Although we are having one of our old satellites come in for inspection tomorrow."

"What for?" asked Pepper suddenly interested, one of the reasons why Peter got along with Pepper so well. She was interested in science!

"Busted on us, something about a cosmic storm messing up it's software the first day it was launched. Took us a year to get it down from orbit I heard Tony actually had to hire Iron Man to bring it down for us." Replied Peter, truth be told he hated talking about his work in his free time, he had to change the subject and quickly.

"Tony hired an Avenger to do his clean up?" echoed Pepper in disbelief. "That man is truly the very definition of excess."

"The Avengers...it's like they continue to play a much bigger role in our affairs." Commented Pepper, "Captain America, Hawkeye, Thor, Iron Man and Scarlet Witch, do they have the right to meddle in our affairs?"

Peter shrugged, "They're stopping bad guys and keeping our country safe, can't be anything bad about that."

"True, I just don't see the point of superheroics."

"So did you read about Stark Industries buying out several divisions of Oscorp?"

Pepper gave Peter a quizzical look. "Peter, I work in the accounting department and I'm also one of Tony's business consultants, of course I knew." She replied raising an eyebrow.

"I'm just trying to make conversation here." Said Peter as he made yet another quick scan of the ballroom.

"Well then, you should spend less time in the lab and more time interacting with people then." Teased Pepper while she playfully poked a gloved finger against his chest several times. "By the way Gwen isn't going to be attending tonight, something about a family reunion, so you can stop looking around."

Peter could feel his ears grow hot as the rest of his face turned a fiery red. He and Gwendolyn "Gwen" Stacey had dated for a few weeks in college; she ended things leaving him with lingering feelings of confusion and frustration. Such feelings only grew from years of not seeing her and were only enhanced when he discovered that she was working in the same department as him. Of course he chose to remain professional and suppress his feelings for her, but it seemed clear to everyone but Gwen that he still cared very much for her.

"It's that obvious, huh?" asked Peter

"Peter, everybody knows. The only person who probably doesn't is Gwen." Replied Pepper. "And even then there's still the possibility that she's just pretending not to know. " remarked Pepper.

"Any advice?"

"Let her come to you. If it's meant to be, things will work themselves out."

The lights suddenly went out, except for a single bright spotlight that was aimed at the massive double door entrance to the ballroom. The band stopped playing their music in response leaving the room with a cold silence only broken by the shushing and mutters of the guests in attendance. "Ladies and Gentlemen, thank you for attending tonight. And now, your gracious host, the CEO of Stark Enterprises: Anthony Edward Stark!"

Tony Stark looked magnificent in his black tuxedo, no doubt hand-stitched Italian fabric, as he walked through the door. Accompanying him was a beautiful red head, possibly the most beautiful woman Peter had ever laid eyes on in his entire life, dressed in gorgeous sparkling champagne colored dress which eagerly clung to her body along with a long white scarf which lightly wrapped around two of her arms allowing it to drape on her arms and gracefully dance along the air with each step she took. As Tony walked to the stage, red head by his side, Peter stared at the red head with the emerald eyes bewitched by the very way she walked. There was something oddly familiar about her, like he had known her for a thousand lifetimes. The red head's eyes met Peter's as Tony walked past and for a single second, which stretched into forever, the two stared at each other. Peter could feel it crackling under the surface, an electrical current which surged through his mind and into the very depths of his soul. Who was this enchanting woman? The red head then winked making Peter's heart skip a beat before continuing her trek towards the stage. Tony left the red head at the foot of the stage but not before they exchanged kisses on the cheek.

"Oh look what a surprise." Said Pepper sarcastically, the jealousy apparent in her voice. "Tony's brought some bimbo to his big event. Can you believe it Peter?"

Peter said nothing he could not take his eyes off of the red headed beauty.

The spotlight kept it's aim on Tony until he finally reached the center of the stage and stepped up to the podium. "To all of my distinguished guests, to all of my loyal employees, to friends, to family: I thank you all for coming to witness this momentous occasion in Stark Industries history. The launch of the next generation of StarkTech Products: the StarkTech Zephyr Commercial Jets!"

Tony's speech was met with thunderous applause. "And it is with this new line of StarkTech Products that has allowed Stark Industries to surpass Oscorp both commercially and financially! So please, drink, dance and be well!"

It took a while for Tony to finally talk Peter and Pepper. Understandable. Considering the sheer number donors and important individuals that he had to greet, Peter was the first to notice him coming over.

"Tony!" he called out happily.

Tony smiled before he shook Peter's hand furiously and nodded at Pepper. "Peter, Pepper, I'd like you to meet my good friend: Mary Jane Watson."

"Pleasure to meet you." Said Pepper giving Mary Jane a fake smile that Peter instantly recognized.

"Peter Parker. I thought I recognized you." Remarked Mary Jane as she shook Pepper's hands.

Peter raised an eyebrow. "You know me?"

"Of course. We grew up on the same block in Queens." She replied, "you were a little…nerdy back then, glasses and a sweater vest. Remember? I stayed in the yellow house with my Aunt Anna?"

Pepper giggled.

"I vaguely recall a little red headed girl who loved to dance around the sidewalks singing into her comb like it was a microphone." Teased Peter, Mary Jane's face turned as red as her hair.

"Nowadays she models and acts." Stated Tony. "You may remember from that giant Lorea'l Lotion billboard ad located outside your work building."

Much later on Peter later found Tony outside on the balcony smoking a cigar, his bowtie undone and his dress shirt untucked. "Cigar?" offered Tony.

"No thanks." Replied Peter, he offered him one of the two beers in his hands. "Beer?"

"I'm a recovering alcoholic Peter."

"Oh right…"

"So what do you think of Mary Jane?" asked Tony, taking a hit of his cigar and blowing a ring of smoke out of his mouth.

"Well I think you definitely have a type." Replied Peter. "Julia, Natasha, Mary Jane, I think that you definitely have a thing for redheads."

Tony chuckled.

"But none of them can be the redhead that you want. Is it?" said Peter opening his beer. "I don't know what happened between you and Pepper. But she's still waiting for you."

Tony blew out a large puff of smoke as he contemplated Peter's words.

"Why haven't I given you a promotion yet?"

"Because I'd be too busy to give you advice." Replied Peter. "but a pay raise couldn't hurt Mr. Billionaire."

"Maybe if you can fix that damn satellite." countered Tony

"Yeah yeah, did you really hire Iron Man to get that satellite down?" asked Peter.

"He owed me a favor." Shrugged Tony

It was around 11:30 when Peter finally left the party citing fatigue and a long day at work tomorrow. After three dances with Pepper, the last of which ended with Tony cutting in, chatting up with several strangers and meeting new people. Aside from the overly arrogant and pretentious CEOs and millionaires, Peter had met several nice people with peculiar names such as Clint Barton, Wanda Maximoff, Steve Rogers and Donald Blake, Peter was feeling extremely tired and could not wait to go home and collapse onto his bed.

The cool night wind felt great as he quickly undid the bowtie around his neck. He quickly hailed a cab and got in.

"Hold the door!" said a familiar female voice. Peter raised an eyebrow as Mary Jane poked her head through the Cab's door. "Hey Tiger, mind sharing a cab?"

"S-Sure." Said Peter scooting over to give her room to sit.

"Where to?" asked the drive.

"Queens." Replied Mary Jane

"Same." Said Peter

Mary Jane arched an eyebrow and gave him a look. "Smooth moves you got there Tiger, but I'm not looking for a sleep over tonight."

It took Peter a second to register her words before he turned red. "That wasn't what I mean." He stammered, completely embarrassed. "I-I have an apartment there."

Mary Jane giggled. "I know, Tiger, it was just a joke." She leaned back. "Helluva party, don't you think?"

"Yeah." Said Peter, as he opened a window wishing to feel the cool air once again. "Why'd you decide to leave without your date?"

"I wasn't his date." She said, "It was just something that my agent helped set up. He said it would do wonders for my career. Now that I think about it, I'm more worried about the tabloid rumors that will no doubt follow."

"You'll be fine."

"You think so?"

"I know so." Said Peter

Mary Jane smiled and Peter could feel his pulse quicken.

The StarkTech satellite arrived in the late afternoon, the next day. Peter had found other things to keep himself busy, work on a few projects and write up a few reports, purely for the investors. Reports that he knew the majority of people would not understand. Gwen Stacy worked as usual avoiding him when necessary and only speaking to him when spoken to.

'Things still aren't the same.' Thought Peter to himself. He then recalled Pepper's advice to let her come to you and decided that he should just get back to work.

The Satellite was dirty and slightly charred by its return to Earth, but for the most part it seemed fine. Peter was given the software black box of the Satellite, a massive 5 foot diameter tube which housed the black box which connected to the rest satellite like a brain, a brilliant design of Tony Stark's own creation. Peter carefully unhinged the tube and reached inside to grab the black box hoping that he could retrieve some of the data stored within the black box.

That was when he felt it.

A small pinch on his right hand. He quickly pulled his hand back in shock. The spider quickly scurried off his hand and leapt onto the floor. Peter quickly crushed it with the ball of his foot before he examined the bite wound that the spider had given them. It was a relatively deep bite, deep enough to draw blood. "Crap." Muttered Peter as he left to get a bandaid.

In his frustration and worry over the wound that he had just received, the bright young Peter Parker did not bother wondering just how a spider could have possibly lived in a satellite for a full year without any food, air or sunlight. Nor did he suspect that the cosmic rays that damaged the satellite in the first place had also evolved the spider into a completely new organism. He had been bitten by the world's strongest spider. Too bad that not even the world' mightiest spider could withstand the foot of a fully-grown adult male.

The cosmic spider's venom was already rapidly spreading through his bloodstream while making its way past Peter's blood brain barrier. Soon Peter's pituitary gland would begin to secrete a wide variety of hormones which would serve to initiate several changes within Peter's body.

Soon he too would evolve.

Peter felt a cold chill wash over him as he began to sweat profusely. He felt sick. Deciding that he should probably go home to rest, Peter quickly told his boss that he was taking off, clocked out and headed home.

Peter slept for 12 hours the minute he got home. As he slept, an immense number of biological changes began to overtake his body. Almost all of Peter's fat stores were burned off and converted into proteins in order to build muscle in his arms, legs, and abdominals as well as restoring and repairing any and all damaged tissue. Soon Peter would possess strength surpassing that of an Olympic bodybuilder while maintaining a slim physique. Neural genesis began to occur in the frontal lobe of Peter's brain proliferating and allowing a sixth sense to develop.

After 12 hours, Peter's body had used up all of it's stored energy and sustainance for building, that was when he woke up and soundlessly ate everything in his fridge from the orange juice, the ice cream, aunt May's meat loaf that he had brought back with him after dinner last week, leftover pizza and Chinese food, and everything else. Once he finished, he went back to sleep. The food and waking was a mere formality, his body had needed the extra sustainance in order to complete Peter's transformation. Within his forearms, two new glands were being formed. These glands would soon be able to use the excess proteins and amino acids within Peter's body to produce webbing, much like htat of a spider.

Another 12 hours passed, he had slept for a full 24 hours, and Peter awakened.

He was a changed man.

A/N: Any reviews and constructive criticism is greatly appreciated


	2. Chapter 2

Spiderman Another Time

Chapter 2: Power and Responsibility Part 1: Awaken

Three Days ago…

Norman Osborn, CEO and majority stockholder of Oscorp, sipped his coffee as he went over the blueprints laid out over his coffee table. While he hated the fact that he had to fly all the way out to Brazil just to recruit this man, he knew that he had no other choice. This was his last chance, Stark Industries was slowly driving him into the ground, with their new microchips, jet planes and cell phones, Oscorp simply could not compete the military contracts that he was aiming for were his last stand against that arrogant prick, Tony Stark. The glider designs that he had personally drawn up were good, , he was hopeful that the military would agree. But the real sell to the military was Oz, his answer to the famous lost super soldier serum that created Captain America. He had managed to figure out a way to synthesize it effortlessly. But before he could do anything, even present it to the military, his board of directors foolishly sold a large majority of the company's smaller divisions to Stark Industries of all companies. Now his company that he had built from the ground up was on the verge of ruin.

But this was his saving grace, his last chance, Oz combined with his military assault glider designs would bring Oscorp back to it's former glory. The Oz would create the next generation of super soldiers, each one of them far stronger, faster and smarter than even Captain America. The sun burned high in the sky, scorching the land with its intense rays

"Can you build the glider?" asked Norman to his companion sitting across from him. Norman despised people like him: brilliant but short, chubby and nearsighted. With his intellect and a little bit of drive and motivation, he could have easily made something of himself, but instead he chose to involve himself with research, a life of empty teaching with little to nothing to gain from it. "With your expertise and my resources, I'm sure we could be of great use to each other, Otto."

"Dr. Octavius." said the man sitting across from him.

"_Dr. Octavius." _corrected Norman. "What do you say? Do we have a deal?"

Dr. Otto Octavius sipped his coffee. "Your designs have many flaws. Most of which I can correct with little to no effort at allxq. But that isn't my concern at the moment."

Norman raised an eyebrow. "Then what is?"

"I have a PHD in physics, another in chemical engineering, and yet another in mechanical engineering. Very few people have achieved what I have. At one point, I was considered one of the brightest and most promising grad students in all three of my fields. After I left grad school, I was free to partake in my own research. I am a researcher Norman. For the past 30 years, I have been attempting to produce a new energy source for mankind. Clean, cheap, renewable energy through the use of cold fusion. But for all of my accolades and all of my achievements I have produced nothing. Now I am lucky if I can find work teaching calculus at a third rate community college much less get a research grant. Such is why I fled here to Brazil to clear my mind and disappear from the academic eye. What you are asking is for me to return to a world that has scorned me many times. I trust that if I do this job for you, you will provide me with the necessary funding to complete my research?"

Norman Osborn smiled. "But of course." He said, with the profits and funding that he would get from the design of this glider and super soldier formula, funding Dr. Octavius' research would be nothing.

"Very well then." Said the short chubby man. "We have a deal."

They shook on it.

"Come, Otto." Said Norman as he ran his hands through his short red hair. "We have much to discuss and a plane waiting for us."

Norman knew that with Dr. Octavius on his team his future was looking green.

Now….

Peter woke up promptly at 8am energized and feeling great. He kicked the covers off his bed and walked over to the bathroom. It was only after his shower that he caught sight of himself in the mirror. He wondered how and when he had become so well toned and muscular, but he attributed it to the extra hours at the gym that he had been putting in over the last few weeks. He shrugged off the thought and went to dry his hair.

After dressing and realizing that he had full 3 hours before work started, he decided to do his normal morning exercises consisting of push ups and sit ups. Turning on the television to some typical entertainment gossip show, Peter began his work out.

"_Mary Jane Watson, star of the hit soap opera: Loves of Our Lives and the name of Tony Stark's newest beau, is here with us today to discuss her two upcoming movies: Creation and New Dawn. Both slated to be hits!" _said the person on the television. _"So without further interruption, let's begin, what can you tell us about your relationship with Tony Stark."_

Peter dropped to the floor to begin his pushups. His ear focused on the interview.

"_Strictly Platonic and business. Tony asked me to go attend his banquet and I did. Simple as that." _Replied Mary Jane._ "Besides he's not exactly my type." _

"Thirty" Muttered Peter as he continued to do his push ups, his arms didn't even feel tired.

"_OH? What is your type then?" _teased the host, her make up heavy under the bright studio lights. Her voice perky and prying, the kind of voice that was expected from people in her line of work.

"_Well I have a weakness for nerds." _ Mary Jane replied with a giggle.

At that point, Peter decided to turn off the television. It took Peter 124 pushups before he realized that he had gotten stronger. A lot stronger. Strange. Especially considering how his limit was 50 yesterday. Once again Peter shrugged it off and attributed it to his workout schedules. Feeling his stomach rumble Peter quickly ran over to his fridge to look grab food only to find nothing save for a big plastic jug of orange juice. Not caring to grab a cup Peter quickly unscrewed the cap and brought the jug to his lips. But before he could take a sip a tingling in the back of his head warned him not to do so. Puzzled Peter decided to take a closer look at the bottle.

Expiration date: May 12th.

It was the thirteenth. Of November. He took a whiff of the orange juice. Disgusting. Smelled like expired fish and sour cream. Peter trashed the juice wondering just how he knew not to drink the juice. "Must have been intuition." Muttered Peter as he changed into a pair of jeans, a white t-shirt and a brown jacket. Since he didn't have any food on hand at the moment, and he wouldn't have time to go grocery shopping until later that night, Peter decided to go out for breakfast. There was a diner located just three blocks down the street from where he lived. It was a small diner, family run, the kind that had all sorts of history to it. The food was good and came at a reasonable price, plus their omelets and pancakes were _almost_ as good as Aunt May's omelets.

Almost.

It was early in the morning but the streets were still quite full with several reckless drivers and pedestrians alike. The sun was just beginning to warm the streets as joggers as well as people doing the walk of shame filled the streets. With his Ipod earphones deeply buried within his ear and a song with a great beat blasting, Peter drowned out the world and disappeared into the crowds. Melding into it like a drop of water falling into a swimming pool. He was no longer Peter Parker, single and lonely engineer extraordinaire, he was just another New York Pedestrian making his way through the day, lost in his own music. Each beat of the song flowed like water while each lyric spoke to him in adifferent way. The music hypnotized him so much so much so that he didn't notice the truck heading for him until the last second.

The same tingling, that alerted him about the orange juice, alerted him of the truck, except this time it was more like a massive headache. Peter quickly turned his head towards the truck, the driver texting on his cell phone. The end was inevitable and so he closed his eyes and awaited its sweet release.

He opened his eyes to the New York Skyline cloaked in a mixture of orange and blue, colors heralding the start of a new day. Shocked, he quickly scanned the area, and realized that he was _sticking _to a nearby brick wall. Not climbing. Not holding onto something. He was actually sticking to the wall. His two hands and feet hung on toe the side of the building with little no effort at all. Even more surprising was the fact that his feet were somehow sticking to the wall despite the fact that he was wearing a pair of sneakers. Peter estimated that he was at least 30 feet in the air. Shocked and scared and relying solely on instinct, Peter began to climb upwards. Each crawl brought Peter's senses back to reality. "Am I a mutant?" wondered Peter aloud as the roof of the building slowly came into his line of sight. He wasn't tired. It was like walking. Once he was on the roof, Peter quickly took a good look at his hands wondering how he was able to climb up the wall with little to no effort at all. He tensed up his forearms and to his surprise a stream of a white string-like substance shot out from his wrist, just below his hands. "What the hell?" muttered Peter as he brought the sticky substance closer to his face rolling it around in his fingers, getting a feel of its texture. It was stick but light, like a spider's webbing only thicker and more durable. A few tugs here and there, the webbing refused to break. It was like it was meant to support his full weight.

"I can climb walls." Said Peter aloud to no one in particular. He tensed up his arms again, a second shot of string blasted out from one of his wrist. "I can shoot out webs."

The memory of the expired orange juice and the truck accident slowly came to mind. He could sense the danger. He could feel it before it happened. Danger precognition. "Am I a mutant?" reiterated Peter. The knowledge gained from the mutant biology course that he took with Dr. Hank McCoy in college suddenly echoed in his head. "No the X-gene doesn't manifest itself until puberty, if I am a mutant these…powers would have been a lot sooner."

He could shoot webs. Like a spider.

He could climb walls. Like a spider.

He could leap unbelievably high. Like a spider.

The spider had bitten him.

Peter could hear the glass breaking as the world he knew shattered from all around him.

Norman Osborn carefully inspected the chemical formula of the newly synthesized Oz. It looked stable enough, and powerful enough to induce a permanent change once ingested. Once inside of a human body, it would initiate permanent changes to the subject's brain and muscle chemistry allowing for muscle growth and neurogenesis to occur. If the formula worked, anyone who ingests it would receive enhanced strength and senses at the superhuman level as well as increased intellect. "I still need a test subject." He muttered under his breath, silently cursing the government for all of its regulations. No one in their right mind would agree to take an experimental formula and time was running out for him. "Looks like I'll need to be my own test subject." After all what was the worse that could happen? Gain immeasurable physical strength and intellect?

The clear green liquid bubbled in its beaker.

"Unfortunately for you. Biochemical engineering is not one of my specialties." Commented a voice from the doorway.

Norman turned to find Dr. Octavius standing outside his door with a white lab coat over his shoulders and a smirk on his face. His eyes hidden behind a pair of sunglasses. "Doctor." Said Norman

"Norman."

"I trust that you have finished the glider designs."

"Of course." Said Dr. Octavius as he walked over to Norman's massive computer and loaded an USB drive into the computer. A blue print and three-dimensional model of a glider design popped up. A flat glider with curved wings and outfitted with several guns."I have made extensive modifications to your original design, making it far more aerodynamic and energy efficient."

Norman observed the changes he made, raising an eyebrow in questioning. He had originally designed the glider to be worn as a backpack in order to maximize flight manueverability "You've changed my designs." Commented Norman.

"I_ improved _your designs." Corrected Dr. Octavius.

"It looks like a hover board."

"It is." Replied Dr. Octavius, "A hover board provides five times the speed and maneuverability of your original backpack glider design while allowing us to conserve material for construction." Explained Octavius "The hoverboard design can also act as an additional assault unit by providing cover fire."

"Hmmm. Very well then, doctor." Replied Norman. "But next time you make such a drastic change without my consent, inform me."

Dr. Octavius smirked in amusement. "But of course. I also took the liberty of changing the energy source from fuel based to nuclear protons. Nuclear proton engines are five times more energy efficient and lighter than any fuel based engine, of course they are of my own personal design. That is, if you don't mind."

"I don't mind." Said Norman through clenched teeth, he hated being shown up like this. "Send the designs down over to development and have them build a prototype."

"Already done. Do you take me for some sort of amateur or fool?"

Norman turned away from the good doctor to hide his anger. "Now if you will excuse me, I have to stabilize this formula before our presentation tomorrow. Is there something I can help you with?"

Octavius nodded. "I have fulfilled my end of the bargain Norman. I expect you to do the same." Stated Dr. Octavius. "This new glider will be more than capable of impressing the fools over at the Department of Defense."

"Those fools are the ones who will be giving us our funding and the majority of our profits. Your new lab will be completed by next month. I have already ordered all of the necessary equipment and raw materials." Said Norman, as he pondered his options. "Now leave me." Dr. Octavius left without another word allowing Norman to return to his work. The OZ bubbled around in it's beaker. Shaking off any and all hesitation, Norman quickly prepared filled the OZ into a syringe. "A small dose, enough to boost my physical strength and intellect to superhuman levels." He muttered. "One injection and the future is mine." The OZ continued to bubble within the syringe, daring him to inject it within himself.

"Power unlike anything I've ever experienced before." Whispered Norman.

Just one injection is all he needed…

Ben Parker had seen a lot in his life. As a former Army recruit who had fought in Vietnam, he had seen many horrors. The horrors of honorable soldiers forced to become killing machines, the horrors of child soldiers, barely older than 12, holding an automatic rifle that was about as big as they were. After the war, he came back and met the love of his life May Reilly, he found work as a carpenter, a welcome change from the carnage and death of war. As a carpenter, he had seen hope and the triumph of the human spirit at work. Broken souls that found reason to rise up and live again, families beginning to live and thrive. But the rise of the superhuman brought all sorts of fantastic wonders to the world that he had never thought that he would ever see. Men who flew like birds, women who lifted trucks with a single hand, the world had changed in a single night. Yet he never thought that he would come across anyting like this before.

Peter stared back at him, his eyes filled with worry and dread, terrified of how this new revelation would affect their relationship. Peter was like a son to him, from the moment his parents left him to his care to the day he obtained his master's degree in Engineering from Empire State University. Peter was like a son to him and nothing would change that not even this.

"So…you were bitten by a spider." Said Uncle Ben

"…yeah." Replied Peter hesitantly

"And now, you think you're super strong."

"yup."

"You can sense danger."

"yup."

"And you can climb walls." Said Uncle Ben. "Sorry, Peter could you get down from there. It's weird having a conversation with a person standing on a ceiling."

"Oh sorry." Said Peter as he leapt down from the ceiling landing with the grace of a cat.

"So you're pretty acrobatic too."

"What do you mean."

"Peter, I raised you, and you were without a doubt one of the clumsiest kids on the block. Now look at you, leaping from place to place with no effort at all." Commented Ben with a wide smile on his face. "Nothing short of amazing!"

Peter blushed. "I can also do this." He extended his right arm and tensed up his wrist, a spray of white string blasted out from his wrist, flying across the room until it the wall. "It's webbing of some sort."

"Are you sure it's webbing? "

"What do you mean?"

"I mean it could also be seme-"

"GOD NO!" said Peter blushing profusely

Uncle Ben smiled. He had always known that his nephew was destined for great things, but he had never knew just how great his destiny was. "So what're you going to do?"

"About what?" asked Peter as he walked over to his fridge and grabbed two bottles of beer.

"Peter, you've been given a gift!" said Uncle Ben as Peter handed him one of the beers. "You have an obligation to help people!"

"How?" asked Peter raising an eyebrow.

"Peter, more and more superheroes are showing up each day."

"You want me to be a superhero?" asked Peter. "Like an Avenger?"

Uncle Ben shook his head, "No, the Avengers handle major problems, terrorists, dictators, aliens, but what about people like you and me, there aren't enough people fighting the mobsters, the muggers and the corrupt."

Peter put down his beer.

"You could make a difference."

Peter walked over to the window. The sounds of a police siren in the distance, cops, no doubt heading off to some crisis where they would be outgunned and outclassed. They were going to need help. "Well, before I do any of that, I'm gonna need a costume."

Next: Decide!

A/N: Hope you guys enjoyed this chapter. As always reviews are love and motivation. For those of you guys who are interested, I am taking story ideas at the moment, via reviews, credit will be given of course.


	3. Chapter 3

Spiderman Another Time

Chapter 3: Power and Responsibility Part 2: Decide

_Regret will always stem from our unwillingness to act. _

The room was dark and cold, lit only by a single light bulb hanging by a single wire. It was an old room, the kind that no one bothered to remodel or even repaint. She liked it that way, she could feel the residual echoes of the room every time she entered the room. The darkness only seemed to enhance her absorption of such memories. The room's only inhabitant didn't seem to mind the darkness of the room, it had been years since she had seen anything, much less light. She sat in her wheelchair like she always did, smelling the dampness of the wood and listening to the sounds of the city waiting quietly. It was the only room in the entire suite which she did not bother to remodel. She felt that keeping such a room humble would let the city speak with her more clearly. Often times the city spoke to her, bringing her stories in many ways such as the whispers of a telephone or the wanderings of a wayward youth who had foolishly run away from home. She was wise enough to tell these children their fortune and give them advice before sending them home to their worried parents.

There were enough lost souls in the world. She did what she could to keep them off the streets. She was old, very old. She didn't need the use of her eyes to know that. The wrinkles that formed on her face and the gray in her thinning hair were signs of her old age, but with age came wisdom and foresight. Wisdom came from her experiences. And foresight from her visions. She saw visions, visions of events yet to come, like a spider spinning a web, she knew what was to come before anyone else. Clairvoyance. She had cursed her fate to see horrors and tragedies before they would even occur and yet remain powerless to stop it. Yet her curse came with great benefit to herself as well. Her parents had given her the name: Cassandra Webster but when her clairvoyance awakened, she fashioned herself a new name, one more appropriate for an individual who peered into the web of fate, and thus Madame Webb was born.

"The spider that weaves the web of fate." She whispered, as the shrieks of police sirens filled the background air. "The Spider has returned." She had seen visions of the spider many times since her abilities awakened. The Spider that would connect everything together. "

"Yes." She said as more and more of the visions poured through from beyond the veil. Once again she saw the web of fate, tugging one of its many threads, she peered into the future. "He will come, he will be strengthened through conflict and grow through loss. Everything begins tonight…"

And as if to signal the Spider's rebirth, lightning blasted through the skies.

Peter was sweating under his "costume", a makeshift outfit consisting of a black sweater, a leather trench coat, a ski mask, and a pair of goggles, as he swung through the city trying his best to keep up with the police vehicles. Uncle Ben had chuckled at the sight of him in such an outfit.

"We're going to need to get you a better costume." He said with a playful chuckle after seeing the sight of Peter.

"This was the best I could do under such short notice. I also have a Darth Vader outfit from last Halloween."

"No, no I think that'll suffice for now." Said Uncle Ben. "The important thing is you helping them."

"I hope I don't regret this." Muttered Peter before he leaped out into the night.

"Maybe something with brighter colors." Uncle Ben said watching proudly as Peter shot a web and began to swing out.

Peter felt his heart skip a beat as his thoughts returned to reality. Only then did he realize that it was raining and that he was to approach the height of his swing. He quickly tensed up his forearm muscles in order to shoot another blast of webbing out. "Let your weight carry you." Peter told himself within the confines of the mask trying his best to ignore the rain as he approached the apex of his swing, Releasing his grip on his web, Peter felt his heart skip a beat as he launched himself into the air, he quickly shot out another line of web. It didn't matter where he aimed, New York had plenty of buildings, it would hit something. Sure enough the webbing landed on the corner of a brick building. The blue and red police lights illuminated the night sky while the high-pitched scream of the sirens cut through the noises of the city, all of these things helped Peter keep track of his route. He was slowly beginning to catch up to the police cars.

*BAM!*

A gunshot echoed through the night. 'Crap.' Though Peter. 'They're shooting!' For a second, Peter wondered if this was a good idea. These were armed and dangerous criminals, he was an engineer who worked at Stark Industries, what chance did he stand? Uncle Ben's words echoed through his head as these doubts swum around in his mind.

"_Peter, you have been given a gift! You have an obligation to help people." _

He continued to swing onward, dismissing his fears into the night. Peter could see the offending automobile slowly come into view. The getaway vehicle was a black open top mustang carrying two criminals, one was wearing a red bandana around his head and driving the vehicle, the other was wearing a baseball cap and firing shotgun rounds at the cops. Peter quickly sprung into action launching himself at the criminals from the air, a quick blast of webbing removed the shotgun from baseball cap's hands.

"What the hell?" screamed baseball cap, his partner swerved hard to avoid hitting a double parked truck, the mustang quickly spun out of control crashing into a convenience store.

The cops were still a good two blocks away. They would no doubt swarm the area

"What the hell was that?" yelled Bandanna to his partner, as the two scrambled to get out of the car, like cockroaches scrambling from the light.

"I don't know!" yelled Baseball cap, his voice panicked and desperate mixed with a tint of Jersey accent. "Something took my shotgun away."

His partner rolled his eyes and tossed him a gun. "C'mon we gotta go!"

*CRASH!*

The sound of shattering glass and metal crunching rang through the two thugs looked to the entrance of the vehicle, their jaws dropping at the sight before them. "End of the line boys." Said Peter, the coattails of his trench coat dancing in the wind.

Baseball cap would fire first, Peter knew it before the trigger would even be pulled. Something in the back of his head was telling him so. He was leaping towards him before the bullet even left the chamber, a blast of webbing at the gun and a strong yank remove the gun from his the guys hand. A boot to his face, knocked him out. "WHO THE HELL ARE YOU?" screamed Bandanna.

"Really?" asked Peter as he leapt into the air again to avoid more gunfire. "I just kicked your buddy in the face and the first thing you do is ask who I am? That's cold dude, even for a criminal."

"SHUT UP!" screamed Bandanna before his face was suddenly covered in webbing.

*CRACK*

"No you shut up." Said Peter as his right hook connected with Bandanna's face followed by a jab to the gut, and a powerful uppercut to the jaw sent him flying. The criminal landed with a sickening thud before passing out. "Not too shabby for my first time."

The unmistakable sound of a shotgun being loaded caused the hairs of Peter's neck to stand upright. Peter quickly turned towards the sound. Suddenly he found himself staring down the barrel of a shotgun belonging to the convenience store's owner. A middle eastern man Shit was the first word that came to Peter's mind. "Get out of my store you freak." Growled the storeowner, he was a middle eastern man, middle aged with a bit of a pot belly. A bearded face with eyes filled with fear stood behind the shotgun. "Hey guy, I was only trying to help."

*BOOM!*

Peter barely managed to dodge the shot. The spray of glass and bullets missing him by mere centimeters. He didn't need any other reason, he was out of the store and swinging into the night before the storeowner could reload.

"A thank you would have been enough!" called Peter as he swung away praying that the storeowner wouldn't follow him and thanking whichever deity had given the storeowner such poor aim.

Unbeknownst to the young Peter Parker, the entire robbery was witnessed by a dark figure sitting from the shadows of the building. The figure had heard the police sirens and gunshots while sleeping on his couch, passed out from drinking too much. He had quickly gotten dressed in his costume and went to help. He didn't expect to find some idiot swinging around in a trench coat and ski mask beating up the criminals in his place.

Hidden in the shadows, his purple and blue costume blending in nearly perfectly, he watched Peter stop the robbery with almost supernatural speed and precision. Aside from his team members and the people he had seen during his time in the US special forces, he had never seen someone move that quick before. "And he's fighting crime?" he mumbled under his breath admist the rain and wind. The storm was growing more and more observed Peter swinging away as he slowly notched his bow back and aimed at him. This newcomer was a potential threat. Seconds passed before the man decided to relax his grip on his arrow and let Peter swing he activated the communication device located on the belt buckle of his costume.

"It's Barton." He said softly into the communicator. "Get the team together, we have a new player in town."

He watched as Peter swung out of sight, silently praying that this new yahoo in a costume would not be a threat.

Meanwhile across town….

The green bubbly liquid OZ sat quietly within it's beaker reflecting its master's wishes. Norman Osborn continued to monitor the progress of the OZ, running simulation after simulation of its predicted effects through his computer. All results indicated that whoever gets injected with the OZ, no matter how miniscule the difference in chemical compound, would receive strength, stamina and intellect far surpassing that of even the most fit and intelligent human beings. They would become a superhuman. A being which transcended the very limits of humanity, pushing all of their physical, mental and intellectual capabilities to the very limit and beyond.

"A superhuman." Mumbled Norman as he took another swig of his energy drink, he had been working on this for the last 6 hours and it was clearly beginning to take its toll on him. The results were good, but not good enough to justify the level of funding that he was asking for. Frustrated he quickly inputted several commands into the computer, one last modification. The supercomputer buzzed loudly as it computed the possible results. Norman's eyes widened as the results flashed across the screen. Muscle growth, neurogenesis, increased metabolism, strengthened cardiovascular and endocrine systems, were amongst the few changes that the improved OZ promised to make, however the levels varied greatly, some variations promised an immense mass of muscle growth but left the drinker with only minor improvements in intelligence

Several television sets played in the background, all of them news channels: CNN, FOX, NBC and even the Daily Show with John Stewart. The sounds from the multiple televisions all mixed into an incoherent noise, none of which reached the middle aged Billionaire's ears as he continued to work on his formula.

"This is it." Whispered Norman. "I've done it. I'VE DONE IT!"

The echoes of his triumph reverberated throughout the empty halls of the building. Everything was finally going his way. A thought suddenly came to mind. Why should others have such power and not him? He was the creator of this amazing formula, why shouldn't he benefit as well? "This serum, this formula,." He whispered. "It's power should only belong to me!" The madness slowly beginning to seep into the surface, perhaps it had always been there, hidden under the façade of professionalism and nobility.

The serum was quickly loaded into a syringe, Norman's hands shook as he searched in his arm for the appropriate vein. Slapping his arm several times in frustration, he quickly found a swollen vein. His hands shook with anticipation as the needle was slowly inserted into the large sinuous purple vein which throbbed as the needle drew blood from his arm. Almost instantaneously he collapsed to the ground convulsing as the serum took effect. Fire violently raged through his veins, as he gripped the table in a desperate attempt to keep himself from hitting the ground. His grip suddenly shattered a portion of the table into splinters as he twisted and convulsed. Pain surged through his body as the full effects of the serum set in.

His screams echoed throughout the confines of his lab. His body igniting with violent flames. Fire filled his lungs. Lava filled his veins. His entire body was burning. Twisting and growing. Pain shot up from two points in his forehead.

"NOOOOO" he screamed as the flames completely consumed him.

Finally the pain subsided. The flames died down, and Norman felt his body pains subsided. Slowly washing away like footprints in the sand. He looked at his hands, the tone of his skin had warped from pasty white to a dark green color. Odd. Yet he could still feel the power surging through his veins. He quickly felt around, his hands traveling along his body feeling solid masses of muscle that had grown over his body. His hands found their way onto his head, puzzled when they grazed over two bony protrusions on his forehead. Horns! He realized in shock. Shocked, he quickly ran his hands down the length of his newly grown horns.

Maybe it wasn't truly a success.

"DAMMIT!" roared Norman, smashing his fist into a table. The table splintered into two halves. Pieces of wood scattering like dust in the mind was on fire. Another failure? Anger burned through his system. He couldn't do anything right. Failure atop of failure. He was running out of money, his company was slowly falling out of his hands. And soon Tony Stark would buy him out completely.

Tony Stark. That arrogant bastard was the source of all of his problems. Yes, that was it, he realized. If Stark was dead, then all of his problems would be over.

David Letterman played in the background.

"And with us today, we have the amazing Tony Stark. CEO and owner of Stark Industries." Said Letterman. "Stark Industries will be conducting a demonstration of their new StarkTech Zephyr Jet. We'll be broadcasting it live next week. Don't miss it."

That was it, his perfect opportunity to strike back at Stark. He swung his arm forward. A brilliant blast of fire hit the television, burning it into a mesh of scrap metal and charred plastic. "Such power" he whispered in shock. He cackled wickedly, summoning more and more of the flames from his body. Lava poured through his veins once again. Flames soon consumed him and slowly spread throughout the rest of his laboratory. He knew what he had to do, the glider, the armor, everything that he and Octavius had designed up to this point was for him to destroy Stark. And he would rain down hell upon Stark's like a goblin bringing Hell to Earth.

It was fifteen minutes past midnight when Peter finally got back to his apartment. Cold and wet, Peter quickly pulled the mask and goggles off of his face. Not realizing that by removing his mask in such a location he risked the welfare of his secret identity. He took a deep breath of air, breathing in the night sky and the rain. He quietly opened the roof access door of his apartment building and walked inside down. Dragging himself down from the roof and finding Uncle Ben asleep on the couch provided an odd balance of both misery and silent joy to Peter. A feeling which he was unfamiliar with. Perhaps he had taken too long to get back home. "No," Peter told himself. That wasn't the reason. Uncle Ben could have left at anytime but chose to stay out of sheer worry for Peter. The thought of Uncle Ben caring so much left Peter with a small smile on his face. As far back as the young man could remember, Uncle Ben had been there for him. He had been there for him, when his parents died in that plane crash. Benjamin Parker never had children of his own, and to him, Peter was like the son that he had never had. And in many ways Peter saw Uncle Ben as a father.

Looking around the living room, Peter deduced that Uncle Ben had grabbed a beer from his fridge and watched TV until he had fallen asleep. The television was still on, lightly illuminating the dark room with its glow. CNN was on and softly playing in the background. Peter listened in as he slowly changed out of his clothes.

"Firefighters are still struggling to put out the massive fire that's blazing down by Osborn Industries. One individual, a Dr. Otto Octavius, has been reported to be hospitalized with severe injuries. No other individuals have been found." Said the News Reporter, but Peter didn't pay too much attention to such detail.

Taking off the dark trench coat that hung over his shoulders and tossing it onto a cook, Peter quickly changed into his sleep clothes. It was only then did he notice the long red cut that lanced its way across the width of his arm. No blood gushed from the wound, and it looked like the clothes that he wore had soaked up most of the blood. He had had a long day and his entire body ached and begged for rest. The injury didn't seem serious and could easily be treated in the morning. Quickly grabbing a blanket from his closet. He carefully wrapped it around Uncle Ben's sleeping body before he headed for his room.

"How did it go?" asked a sleepy voice.

Peter turned to see Uncle sitting up from the couch. His eyes were still half closed in deep sleep. "Go back to sleep. Uncle Ben." Peter said softly.

"Peter…I know that tone of voice." Replied Uncle Ben motioning for Peter to take a seat next to him on the couch. "What's wrong?"

"I got shot at Uncle Ben. Not by robbers, but by the very people I saved." Peter replied softly pointing at the grazed bullet wound that he had received from the store's owner.

"Peter…"

"I don't know if I can do this." Said Peter taking a seat next to his beloved Uncle. "I know that you want me to be the guy that fights for the little guy, the one who fights the good fight. But who am I to declare myself to be the world's savior?"

"Not savior Peter." Said Uncle Ben placing a hand upon Peter's shoulder. "Protector."

Peter smiled. His eyes filled with sadness.

"Then who will protect me?"

Such a statement left Uncle Ben speechless.

"Uncle Ben, you want me to save a world that doesn't need saving." Said Peter softly, "No, that's not right is it? They don't want to be saved. That's why I was shot at tonight."

The eyes of the elder Parker softened. "Peter, have I ever told you about my college friend Tobey?" asked Uncle Ben. Peter shook his head. "Tobey was probably one of the best people I had ever met in my life. Friendly and outgoing, smart and resourceful. Volunteered at a homeless shelter and was at the top of his class. His future was " Uncle Ben took a deep breath as if he were hesitating to tell the rest of the story. "One day, while rushing to get to class on time. Tobey noticed an elderly lady mistakenly crossing the street on a red light. But in his rush to get to school he failed to stop her from crossing the road. He had to watch as she was hit by a truck." Ben said softly. "

Peter listened intently.

"He never forgave himself." Uncle Ben said softly. "Regret will always stem from our unwillingness to act. You have been given a gift, the power to act, while the rest of us remain helpless."

There was silence save for the gentle tapping of rain against the window.

"Peter, great things are going to come to you," Said Uncle Ben. "and with such great things comes the responsibility needed to help those around us."

"You'll understand someday Peter, maybe not now, but you will understand."

Peter shook his head. "I'm sorry Uncle Ben, I never asked for this. I never asked to be a protector or a hero. I just want to live a normal life." Said Peter softly as he turned towards his room. "I'm just me, nothing else."

Thunder echoed in the distance as Peter walked into his room, leaving a speechless Uncle Ben in the dark.

Next: Anger and Regret!

A/N: Hey folks, sorry it took so long for me to get this chapter out, it's been a very chaotic few months for me, going from finishing up my degree to moving back home to unemployment and finally employment. I am still very invested in this story and I hope that you guys are still enjoying the read as much as I'm enjoying the writing.

As always reviews are love and motivation for me to write faster. =)


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